UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF
1934
Date of Report (Date of earliest event reported): August 19, 2019
VistaGen Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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NEVADA
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000-54014
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20-5093315
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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343 Allerton Ave.
South San Francisco, California 94090
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(Address of principal executive offices)
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(650) 577-3600
(Registrant’s telephone number, including area
code)
Not Applicable
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
☐ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a
-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d -2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e -4(c))
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par
value $0.001 per share
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VTGN
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Nasdaq Capital
Market
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Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities
Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR 240.12b-2)
Emerging Growth Company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the
Exchange Act ☐
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On
August 19, 2019, VistaGen Therapeutics, Inc. (the
“Company”)
received a letter (the “Letter”) from the Listing
Qualifications Staff of The Nasdaq Stock Market, LLC
(“Nasdaq”)
indicating that, based on information provided in the
Company’s Quarterly Report on Form 10-Q for the
quarter ended June 30, 2019, the Company was not, as of June 30,
2019, in compliance with the $2.5 million minimum stockholders'
equity requirement set forth in Nasdaq Listing Rule 5550(b)(1) for
continued listing of the Company's common stock, par value $0.001
per share (“Common
Stock”) on
The Nasdaq Capital Market (the “Stockholder's
Equity Requirement”), or with any alternative
standard under the Nasdaq Listing Rules.
Under
applicable Nasdaq rules, the Company has 45 calendar days from the
date of the Letter, or until October 3, 2019, to regain compliance
with the Stockholder's Equity Requirement or submit a plan to
regain compliance. If the Company has not yet regained compliance
as of that date, and Nasdaq has accepted the Company's plan, Nasdaq
may grant the Company an extension of up to 180 calendar days from
the date of the Letter, or until February 15, 2020, to provide
evidence of compliance.
The Letter has no immediate effect on the
listing of the Company's Common Stock on The Nasdaq Capital Market.
The Company intends to promptly
evaluate various courses of action, in order to timely submit a
plan to Nasdaq and to regain compliance. However, there can
be no assurance that the Company will regain compliance with the
Stockholders’ Equity Requirement during the 45-day period in
which to regain compliance or submit a plan to regain compliance,
secure an additional period to regain compliance or maintain
compliance with this and other Nasdaq listing
requirements.
The
Letter is in addition to the letter received by the Company from
Nasdaq on June 17, 2019, as disclosed in the Company’s
Current Report on Form 8-K, filed on June 21, 2019. Regardless of
any outcome in connection with the Stockholder's
Equity Requirement, if the Company fails to regain compliance
with the minimum bid price requirement set forth in Nasdaq Listing
Rule 5550(a)(2) for at least ten consecutive business days prior to
December 16, 2019, its Common Stock will continue to be subject to
delisting by Nasdaq.
Signatures
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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VistaGen
Therapeutics, Inc.
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Date:
August 23, 2019
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By:
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/s/ Shawn K.
Singh
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Shawn
K. Singh
Chief
Executive Officer
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